Exhibit 10.12


 


INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made effective as of June 7, 2018, by and between
GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), and Wilmington Trust, National
Association, a national banking association (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-225035 (the “Registration Statement”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such
initial public offering hereinafter referred to as the “Offering”), has been declared effective as of
the date hereof by the U.S. Securities and Exchange Commission (the “SEC”); and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs &
Co. LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein, and Deutsche Bank Securities Inc. as qualified independent underwriter; and


 


WHEREAS, as described
in the Registration Statement, $6,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $690,000,000 if the Underwriters’ option to purchase additional units is exercised
in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United
States (the “Trust Account”) for the benefit of the Company and the holders of the Common Stock included
in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property equal to $21,000,000, or $24,150,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE,
IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the
Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at Wilmington Trust, National Association.
  






     


     


    

 


(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely
manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder;


 


(d) Collect and
receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f) Supply any
necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of
the audit of the Company’s financial statements by the Company’s auditors;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h) Render to
the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in
accordance with the terms of, a letter from the Company (“Termination Letter”) in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000
of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and
other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of
the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the
Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes
payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be
distributed to the Public Stockholders of record as of such date; provided, however, that in the event the
Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause
(y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve
(12) months following the date the Property has been distributed to the Public Stockholders;


 






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(j) Upon written
request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to
the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority, as applicable; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall
be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially
deposited in the Trust Account; provided, further, however that if the tax to be paid
is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise
tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the
Trustee shall distribute to the Company the amount requested by the Company to be used to redeem shares of Common Stock from
Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to
redeem 100% of its public Common Stock if the Company has not consummated an initial Business Combination within such time as
is described in the Company’s amended and restated certificate of incorporation. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee
shall have no responsibility to look beyond said request;


 


(l) Only release
the Property in accordance with a written instruction, signed by an Authorized Representative (as such term is defined below) of
the Company substantially in the form attached as Exhibit A, B, C or D, as
applicable, attached hereto (each, a “Written Direction” and collectively, the “Written Direction”);
and


 


(m) Not make
any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 






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 2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all
instructions to the Trustee hereunder in writing, signed by an Authorized Representative (as such term is defined below) of the
Company. In addition, except with respect to its duties under Sections 1(i), 1(j) or 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to
Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses,
including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken
by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”), provided,
that no failure or delay by the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement,
except as and to the extent it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure
or delay actually and materially prejudiced the Company. The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed. The Company may participate
in such action with its own counsel and at its sole cost and expense;


 


(c) Pay the Trustee
the fees set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time
to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to
the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 






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 (d) In connection
with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e) Provide the
Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit
A that the Deferred Discount be paid directly to the account or accounts directed by Goldman Sachs & Co. LLC.


 


(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement;


 


(h) Designate,
on an incumbency certificate delivered to Trustee on the date hereof (the “Incumbency Certificate”),
its authorized representatives for purposes of this Agreement (each such individual, an “Authorized Representative”
of the Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative
as set forth therein is true and correct; and


 


(i) Amend, at
any time, the Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which shall be
effective upon receipt by the Trustee of such amendment.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that
which is expressly set forth herein;


 


(b) Take any
action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any third party except for liability arising out of the Trustee’s gross negligence or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 






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 (d) Refund any
depreciation in principal of any Property;


 


(e) Assume that
the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other
parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed
to be acting with reasonable care with respect to any Written Direction if it takes such action in conformity with its standard
procedures for confirming instructions for wires applicable to the Company. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g) Verify the
accuracy of the information contained in the Registration Statement or any other filings made by the Company with the SEC;


 


(h) Provide any
assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


The Company also
agrees that the Trustee will only be responsible for direct damages, and not for any type of indirect, special, consequential,
or punitive damages, even if the Trustee is aware of the potential for such damages.


 






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 4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise
electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that in the event that the Company does not locate a
successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the State of New York or with the United States District Court for
the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time
that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


(c) If the Offering
is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee
from the Company or GS DC Sponsor I LLC, as applicable, shall be returned promptly following the receipt by the Trustee of written
instructions from the Company.


 


6. Miscellaneous.


 


(a) The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense
resulting from any error in the information or transmission of the funds.


 






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 (b) This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but
one instrument.


 


(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i)
through (m) (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent
(65%) of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class; provided that no such amendment will affect any stockholder of the Company who has validly elected
to redeem his, her or its Common Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or
any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed
by each of the parties hereto.


 


(d) The parties
hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice,
consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by
facsimile transmission or by email:


 


if to the Trustee, to:


 


Wilmington Trust, National
Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


Attn: Corporate Trust Administration


FAX (302) 636-4149


dyoung@wilmingtontrust.com


 


in each case, with copies
to:


 


Winston & Strawn
LLP


200 Park Avenue


New York, New York 10166


Attn: Bart Pisella and
Joel Rubinstein


 






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 if to the Company, to:


 


GS Acquisition Holdings
Corp


200 West Street


New York, New York 10282


 


in each case, with copies
to:


 


GS DC Sponsor I LLC


200 West Street


New York, New York 10282


and


Skadden, Arps, Slate, Meagher &
Flom LLP


300 South Grand Avenue,
Suite 3400


Los Angeles, California
90071


Attn: Gregg A. Noel and
Jonathan Ko


 


(f) This Agreement
may not be assigned by the Trustee without the prior consent of the Company, which such consent shall not be unreasonably withheld.


 


(g) Each of the
Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h) Each of the
Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(i) Except as
specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or
entity.


 


(j) In the event
that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined
by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Property, the
Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees so entered or
issued, or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee obeys or
complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation,
should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled,
set aside or vacated.


 






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 (k) The Trustee
shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out
of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss
or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil
or military authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding
anything to the contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),
Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent
with then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without
limiting the generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software,
computer hardware, telecommunications capabilities and other similar or related items of automated, computerized, software system(s)
and network(s) or system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the
Services on a continuous basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of disruption
in the Services for any reason including the occurrence of a Force Majeure Event that causes Trustee to be required to allocate
limited resources between or among Trustee’s affected customers, Trustee shall not do so in a manner that is intended to
treat the Company less favorably than other similarly situated affected customers generally. In addition, in the event Trustee
has knowledge that there is, or has been, an incident affecting the integrity or availability of Trustee’s business continuity
and disaster recovery system (the “System”), Trustee shall endeavor to notify the Company in writing,
as promptly as practicable, of the incident.


 


(l) The Trustee
shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction
of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice
or opinion of such counsel.


 


[Signature Page
Follows]


 






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 IN WITNESS
WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	GS
    Acquisition Holdings Corp
	 	 
	 	By: 	/s/
    David M. Cote
	 	 	Name: 	David
    M. Cote
	 	 	Title:	Chief
    Executive Officer, President and Secretary
	 	 	 	 
	 	TRUSTEE:
	 	 
	 	Wilmington
    Trust, National Association, as Trustee
	 	 
	 	By: 	/s/
    David Young
	 	 	Name: 	David
    Young
	 	 	Title:	Vice
    President









 






     


     


    

 


SCHEDULE A


Annual administrative fee of $6500,
all-in.


 






     


     


    

 
 EXHIBIT A


 


[Letterhead
of Company]


 


[Insert date]


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


	 	Re:	Trust Account No.                Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between GS Acquisition Holdings Corp (the “Company”) and
Wilmington Trust, National Association (the “Trustee”), dated as of June 7, 2018 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with                                         
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance
of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the
Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts
that Goldman Sachs & Co. (the “Representative”) (with respect to the Deferred Discount) and
the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust
account at [•] awaiting distribution, neither the Company nor the Representative will earn any interest or dividends.


 


On the
Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as
directed by the Company (the “Notification”) and (ii) the Company shall deliver to you
(a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint written
instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the
Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the
Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 






     


     


    

 


In the event that
the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 	 
	 	GS Acquisition Holdings Corp
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    



 


cc: Goldman Sachs & Co. LLC






     


     


    

 
 EXHIBIT B


 


[Letterhead
of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


	 	Re:	Trust Account No.                Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between GS Acquisition Holdings Corp (the “Company”) and
Wilmington Trust, National Association (the “Trustee”), dated as of         ,
2018 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business (the “Business Combination”) within the time frame specified in the
Company’s amended and restated certificate of incorporation, as described in the Company’s Registration Statement relating
to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on                     
and to await distribution to the Public Stockholders. The Company has selected [•] as the record date for the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your
obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the
Trust Agreement.


 


	 	Very truly yours,
	 	 	 
	 	GS Acquisition Holdings Corp
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    


 


 


cc: Goldman Sachs & Co. LLC






 






     


     


    

 


EXHIBIT C


 


[Letterhead
of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


	 	Re:	Trust Account No.                Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between GS Acquisition Holdings Corp (the “Company”) and
Wilmington Trust, National Association (the “Trustee”), dated as of June 7, 2018 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $                    
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs
such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms
of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


[WIRE INSTRUCTION
INFORMATION]


 


	 	Very truly yours,
	 	 	 
	 	GS Acquisition Holdings Corp
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    


 


cc: Goldman Sachs & Co. LLC


 






     


     


    

 
 EXHIBIT D


 


[Letterhead
of Company]


 


[Insert date]


 


Wilmington Trust, National Association


1100 North Market Street


Rodney Square North


Wilmington, DE 19890


 


	 	Re:	Trust Account No.                Stockholder Redemption Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between GS Acquisition Holdings Corp (the “Company”) and
Wilmington Trust, National Association (the “Trustee”), dated as of June 7, 2018 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $                    
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The Company needs
such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company
in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of its public Common Stock if the Company has
not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 	 
	 	GS Acquisition Holdings Corp
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    


 


cc: Goldman Sachs & Co. LLC